


A Chance Glance

by Zehntacles



Category: My Little Pony: Friendship is Magic
Genre: F/M, Hand Jobs, Lingerie, Masturbation, Sex Toys, Undressing
Language: English
Status: Completed
Published: 2021-02-08
Updated: 2021-02-08
Packaged: 2021-03-13 08:46:56
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 3,767
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29275671
Author URL: https://archiveofourown.org/users/Zehntacles/pseuds/Zehntacles
Summary: Spike is taken over by a new sensation after seeing Rarity in a unique outfit, one that leads him seeking out a way to release the frustration any way he can with whoever will help him.
Relationships: Spike/Twilight Sparkle (My Little Pony: Friendship is Magic)
Kudos: 6





	A Chance Glance

In the Carousel Boutique where Rarity both lived and worked day in and day out, she was often buried in a variety of materials, fabrics and even gemstones that made up the outfits she created for her clients and friends. Usually she was very solitary in her work, only allowing those that were purchasing their outfits to enter during her crafting phase so they could model the clothing on them and be sure it was fitted correctly. But somehow or another she'd managed to trust having an assistant nearby. Not for lack of his own efforts to get this role.

"Okay Rarity, I have the different colored fabrics you asked for." Spike said, his arms filled with rolls of cloth that he dumped into a pile for her. Rarity could easily move them around with her magic herself but it certainly made things easier for her to concentrate if she didn't have to divide her focus. The small dragon had the advantage of not only arms to work with compared to her quadruped form but dexterous, clawed fingers. Besides her attention was currently centered on a dress dummy that was wrapped in lacy garments that didn't look like anything Spike was familiar with in fashion. "What's all this? Some sort of dress?"

"Not exactly." Rarity said, watching the needle and thread fly deftly through fabric as she observed through her red rimmed glasses. "It's meant to be worn under the dress."

"Under it? Why would any pony want that?" Spike thought. Clothes already being an item most ponies wore to distinguish themselves or for special occasions. To have something made to be worn specifically under the clothes was a strange concept to Spike since no one would ever see it.

"Well it's more for after you go out and come back home with a special somepony." Rarity explained, then looked at who she was talking to and realizing he probably wasn't quite grasping exactly what she was alluding to. "Um... well, I guess it's not important to really understand why a mare would want this, is it? Just need to make it so that the client is happy."

"If you say so." Spike said, shrugging as fashion really wasn't his strong suit. He just liked hanging out with Rarity when she gave him the opportunity. After all, even while in the midst of work she was still like a sparkling jewel in his eyes. Shining brighter than all the actual jewels in the room that his dragon instincts told him to devour but he politely resisted the temptation.

"Hmm, it looks nice but it has to feel nice too. Just a moment Spike, I'm just going to try this on myself."

"Alright." Spike agreed, Rarity stepping behind a changing curtain to get dressed. An item that was both curious to him that she insisted on having since she usually walked around without clothes on all day, but also made it that much more interesting as to what she was doing behind there, out of sight. Sitting at her vanity he waited, listening to her as she got dressed.

"Oh my, is this too tight? It's very snug." Rarity muttered to herself. "But I guess it's supposed to be. I'm starting to understand what she was going for with this request." After a few minutes Rarity stepped out from behind the curtain wearing her client's outfit. "Oh! Spike... I... kind of forgot you were here while I was putting this on."

"Rarity... you look amazing." Spike's eyes widened seeing her covered in the black fabric that was wrapped around her waist and strapped with decorative, red jeweled bands around her neck. Her legs were covered in black stockings with small bows that also had rubies on them and her tail was lifted high due to the black panties on her rear.

"Thank you, Spike." Rarity said with a blush. "Goodness, I suddenly feel very inappropriate right now."

"Why? You're just wearing an outfit." Spike said, getting closer to her. Though he couldn't explain it himself, this particular outfit seemed to accentuate her beauty even more than before. Like it was drawing attention to certain parts of her body. "Heck you look incredible like this!"

"Yes... well... the comfort test is over so I best get it off!" Rarity said, stepping back behind the changing curtain. Spike didn't understand why she was acting so embarrassed about it, that outfit made her look stunning. The sort of thing he'd like to see on her every day. Turning around to sit back down at the vanity he could hear her struggling.

"Why did I make these clasps... so difficult." Rarity muttered. "Did I put the stockings on first or the corset? This is what you get Rarity, over complicating your work. Goodness will I really have to ask?" After a few minutes Rarity stepped back out from behind her changing curtain. "Ahem... Spike?"

"Yeah?" Spike asked, not really sure what was going on right now but she seemed more flustered than before.

"It seems I might have designed this a little... too well. I just can't take this off easily without some help." Rarity said with a gulp. "Will you help me undress?" He didn't know why the question made him feel excited but his heart thumped at her words and his feet acted before his mind, approaching her.

"Of course! I'll be glad to help you!"

"I'm sure you will..." Rarity muttered, lifting up one of her front legs and letting him slide the stocking off carefully. Placing it aside safely and then moving on to the next. They were both strangely quiet during this motion and there was a slight feeling that something inappropriate was happening but Spike didn't know what exactly. Removing the straps from around her neck as she directed Spike then climbed up on to her back to remove the corset. Rarity letting out a surprised gasp.

"Hahhh!" She said with a shudder as his claws untied the strings on her back.

"Rarity!? Is everything alright?"

"Mmm... better than alright, that's the problem." She said quietly to herself, then raised her voice. "Sorry darling, I just... felt a lot of relief feeling that untied after putting it on."

"Alright, if you say so." Spike agreed, carefully unlacing the string from the corset on her back until it fell on the floor beneath her. Climbing off again and removing it from the carpeted floor even Spike hesitated on the next portion, slowly taking off the stockings from her back legs.

"Don't savor it too much, darling." Rarity muttered as she noted he was going slower this time, peeling the stockings off of her leg carefully and then moving to the next. After that all that was left was her panties. "Oh Spike, maybe I should be the one to-" Though before she could interject Spike had already reached up and pulled them down.

"Whoa." Spike said quietly, getting a front full view under her tail. It wasn't as though everyone didn't already walk around without clothes on all the time, but rarely did you get such an up close inspection of what was between those legs. As her panties had come down Spike could see her pussy clearly, directly in front of him. More than that though was the hint of wetness on its surface. And the scent of excitement coming off of her as they were pulled away. It made him hesitate and he felt the soft fabric in his claws get pulled down further out of his hands by Rarity's magic as she swiftly turned around with bright red cheeks on her face.

"Well thank you for that Spike, I'll just gather all these up then!" She said quickly, gathering the pieces of clothing together with her magic and floating them away from him as she walked back over to the dress dummy to put the clothing back on it. There was a very long, uncomfortable silence in the boutique after that little risque show Spike got of her and Rarity felt she had to say something about it. Things wouldn't be proper if she just left it ignored. "Listen, Spike, I don't know if Twilight has talked to you about this sort of thing before, but about a lady and what she's willing to share with a boy... Spike, are you listening?" Turning around fully, Rarity saw he was actually completely gone from the room and even the boutique as a whole. "Oh dear, where did he run off in such a hurry?"

* * *

In the middle of the Ponyville streets there was an odder sight than usual. A dragon walking through town had been unique before but the residents quickly became used to Spike's presence. However he was attracting some strange looks today as he was covered from the neck down in a wrapping of yellow fabric. Holes having been ripped through for his arms and fashioning it into a kind of robe to let him use them freely. Normally Spike wouldn't have bothered with such a thing but ever since that moment at Rarity's boutique he'd been in desperate need for some sort of cover around his midsection.

"Go down already, would you." Spike muttered, peeking under the yellow cloth to his erection just poking out beneath his stomach. He didn't know what to do about this, it hadn't happened before and he'd been around Rarity plenty of times in the past. But something about that scent that came off of her was more than he could take and the only option was to leave right then, otherwise things could have become much worse. "It's okay, I just have to get back home to Twilight. She'll know a way to solve this." The goal was relatively simple, avoid everyone he knew and duck into the library before this protrusion on his body could be seen. Unfortunately fate had different ideas for him.

"Hi Spike!" A bubbly voice perked up in front of him, along with a pink face framed by curly pink locks.

"Pinkie Pie!" Spike shouted in surprise, wrapping his robe tighter around himself.

"That's my name, don't wear it out!" She giggled. "Or forget it, or mispronounce it, or take it in vain, or really you could use it if you wanted cause it's not going to wear out that much in the first place. I mean it's just a name, you can't really wear something like that out. It's not like it has a level of wear and tear or anything. Oh wait, that's right, I made cupcakes!" She said, hoisting up a plate before him.

"That's... great, really, but I kinda have to go."

"Oh but won't you try one? I made them specifically to match all our friends! See, there's a Rainbow Dash one, and an Applejack one, and a Fluttershy one, and a Rarity one..."

"A Rarity one?" Spike asked, stopping for a moment to look at the cupcakes. Each one was decorated in a specific color relating to their friends. Complete with a cutie mark decorated on the side and a little tail popping up over the edge of the frosting. In fact, if you used your imagination, it was like it was all of their back ends, bent over with their behinds in the air.

"Yep, it's real moist too, full of delicious flavor."

"Moist... Rarity..." Spike realized all of a sudden he was licking his lips in anticipation looking at the jeweled cutie mark that resembled Rarity's on the cupcake. The hoisted up tail made of decorative food.

"Sure is, if you want a bite of them you can-" At the slightest invitation Spike's head snapped forward, shoveling them into his mouth savagely. Even Pinkie was taken aback at how quickly he had devoured them, licking the frosting off his lips. When he caught sight of her staring at his behavior Spike made sure to close his robe tighter and ran away. "Wait, you didn't eat the Twilight one!"

"I don't think I can bring myself to eat that one, even now!" Spike called back, running off. Pinkie shrugging and taking a bite herself.

"I dunno what he's talking about, I think Twilight's delicious."

* * *

Rushing into the library Spike was relieved to see that there wasn't anyone inside looking to borrow a book today. That had always been a risk he'd feared but with no one here that meant he had less to worry about from being found out. Opening the robe he looked down to see that his protruding cock had grown even larger now and the trend seemed to be continuing. That encounter with Pinkie Pie seemingly caused by this new pressure in this body it was causing. If this kept up there wouldn't be a robe that could possibly hide it. He needed assistance sooner than later. Climbing the stairs he looked around the loft he and Twilight shared at night but she wasn't present. There was a fear that she'd left and he'd have to wait for her to return, but then he heard a noise coming from downstairs.

Following what seemed to be heavy breathing Spike carefully opened the door to the library's basement and took a few steps downstairs to see what was happening. His nose almost instantly filled with that same scent he'd smelled from Rarity when he had helped her undress. Though there was something different about it. Different and familiar all at the same time. Carefully lowering down the steps Spike noted that the lanterns in the basement were dim but letting his eyes adjust he could make out the shape of a single pony at the bottom.

"Ungh...oooh... uff!" Twilight gasped, her body rocking forward while she was leaning her front legs on her desk. The basement was usually reserved for Twilight's studies that involved some sort of experimentation that couldn't risk being around flammable books. However right now all that seemed to be happening was her body being shoved forward as a phallic item was being pressed inside of her from behind, over and over again by the use of her magic. "Yeah... just... a little deeper... c'mon!" Each push in seemed to make her wince in almost pain but she was moaning in pleasure afterwards. Spike kept perched on top of the stair, silent and watching with fascination.

The magical grip on the object in her pussy faded and it slid out of Twilight on to the floor, the librarian turning around and picking it up in her hoof. "Phew... mmm, no deeper than last time... guess that calls for more 'experimentation' while I'm alone." She said to herself, sounding far more sensual in her voice than Spike was used to listening to from her. Taking the phallic object again with her magic Twilight leaned forward and dropped her head to the floor, lifting her tail up high and letting it push in to her. "Nnnf... oh Celestia, yes! That's deeper! C'mon... harder." Wet squishing sounds filled the basement as it pressed into her again and again, accompanied by Twilight's increased moaning. "Yeah... treat me like... a first prize breeding mare. Knock me up!" Her back legs shuttered as she seemed to press the dildo deeper into her like she had wanted, though not up to the hilt. "Nngh... that's it... you can stick it in to my womb. Fill me up, to the brim, I want to overflow. Unngh! I'm good stock, right? .. uh... oh, dripping a lot today." Lost in whatever fantasy she seemed to be in Twilight let herself go further.

"Mmm... even a breeder can't take this much colt cock? Maybe a... mare for hire. On the streets of Canterlot." Standing up on all fours again Twilight took deep breaths as she prepared herself and sat down on the dildo beneath her. Letting out a shout of pleasure as it pushed all the way in and seemed to bugle up against her stomach. "Oh yeah, that's what you wanted. A dirty mare... a pony for a price!" Using her magic to steady the dildo beneath her she began moving her hips up and down, pressing hard into the toy as her love juices spilled around it. "I'm expensive... but my pussy is worth it, right? You... want it? Nnfff... the proper student... turned into a slut... you want it!?" Twilight cried out as she dropped hard on to the toy and shivered, cumming hard around it. After a few minutes Twilight lifted herself up again onto her legs and let the toy slide out of her again, hitting the floor and smacking it with the wet sound of Twilight's climax coating it. "Oh by the sun and moon, I needed that soooo bad!" Turning around to begin walking up the stairs her eyes locked with those of her audience. "...Spike?"

"Twilight?" Spike asked, wide eyes and frozen. Twilight's face went from confusion to horror to panic as she ran up to him.

"Spike! Oh my gosh! How... how much did you see!?"

"All of it?" Spike said, confused.

"All of it!? All of it!? You saw all of it!?" Twilight repeated in a panic. "What do I do!? What do I do!? You saw all of it!"

"Twilight?"

"If... if Celestia finds out... what will she say!? Will she banish me? Her student is a pervert of course she'll banish me! Maybe Luna can talk her down!?"

"Twilight!" Spike insisted, her eyes drawing to him again. "I uh... have a problem." Spike mentioned, her eyes moving down to see the fully erect dragon cock before her.

"Whoa. Spike... when did you get this?" Twilight asked, seeming to forget her panic for a moment and lower down to look at him. "This is amazing. Do all dragons have them this size at your age?"

"I dunno but it's just been getting bigger since I left Rarity's." Spike explained.

"Rarity, huh? I guess that makes sense considering it's you..." Twilight thought this over. "Hmm. Spike, I can help make it... 'go away' for a while, if you want me to?"

"Really!? Yeah, please, I can't even walk around outside with this! Plus I'm feeling kind of dizzy right now... and hungry... but not for food. I dunno how to explain it."

"Don't worry, okay, I'll take care of it. Just follow me, but don't' tell anyone about what we do down here, alright?" Twilight instructed, Spike following after and was able to notice the wet, excited pussy just beneath her tail. The scent nearly forced him to trail behind her. Once they got to the floor of the basement she used her magic to make sure the door was closed and locked this time upstairs and walked behind Spike. "How to approach a dragon's cock? Well... you already look like you're going to blow so some simple stimulation should do the trick." Looking down he could see her right hoof come around his waist as it rubbed against the length of him. Back straightening from the touch.

"Oh!"

"Did it hurt?" Twilight asked nervously.

"N-no it... it feels kinda good." Spike said dreamily, Twilight giving a little giggle.

"Well then, you just stand there and... I dunno, think about Rarity while I do this."

"Okay, I guess." Spike said, letting his mind drift off to earlier where he had pulled those panties off of Rarity's behind. The sight of her pussy in his face as he did it and how it made him feel. It was a nice thought but the more he focused on it the more he was thinking about the pony who was stroking him right now. Leaning back against her while she stimulated him.

"Hmm... I think a grip would help." Twilight said, purple magic encompassing his cock as she looked it over carefully. "I guess I'll have to shape it like mine since it's the only one I know." The purple energy seemed to take a shape that looked familiar to what Twilight had under her tail. Though Spike stopped thinking about that after it slid over his cock and gripped him.

"Oh! T-Twilight, that's... really really good!"

"Heh, I guess I am, aren't I?" She said, sounding proud of herself as she worked her hoof back and forth, Spike was able to feel the touch of her leg on him as well as the grip of her magic squeezing around his cock. "Feeling anything build up?"

"Uh huh! It's... hot."

"Okay then." Twilight got lower towards his ear and began to whisper. "Just think about that building. I want you to let it all out, okay? That grip around you, I need you to put it all inside of it for me." Her breath seemed to grow more excited. "Cover my hoof completely with it, Spike. I want to feel it."

"Unh... Twilight!" Spike moaned, his arms reaching back to grab hold of her as he felt himself cum from the pleasure her magic and her leg was stimulating on him. Further encouraged as she stroked him faster and faster as he came. Once he wasn't able to release any more he felt her hoof leave his cock, which was drooping and less stiff than it had been when he arrived. Twilight's head leaned down to his and kissed his cheek.

"What's that about?" Spike asked in a groggy tone, feeling like all of his energy had gone with that orgasm.

"Just for the fun you gave me." Twilight said happily. "And the samples." Holding up her hoof he could see a clear, somewhat white substance on her leg and a nearby vial that was filled with the same thing.

"Did... I do that?"

"You sure did, never thought I'd get a sample from a dragon before but I guess I have you now for that if I need it again." She nuzzled him. "Alright Spike, why don't you head up to your basket and take a rest. It'll go down in a little while now. And uh… don't mention this out loud to Luna if you see her."

"Okay Twilight... if you say so. I am really tired now."

"No surprise there, it seems male dragons aren't any different from male ponies in that regard." Spike didn't understand what she meant by that but he also didn't have the energy to concern himself anymore either. Instead trudging up the stairs out of the basement and the next set into the loft where his bed awaited him. Dreams filled with sexy, beautiful unicorns that liked his dragon "horn" as much as any pony's.

**Author's Note:**

> Commission for Anonymous  
> Cover Art by Senshion


End file.
